Representations, Warranties and Covenants of the Subscriber. 6.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
(a) the Subscriber has the legal capacity and competence to enter into and execute this Subscription Agreement and to take all actions required pursuant hereto and, if the Subscriber is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Subscription Agreement on behalf of the Subscriber;
(b) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to the Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound;
(c) the Subscriber has duly executed and delivered this Subscription Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber in accordance with its terms;
(d) the Subscriber is acquiring the Securities pursuant to an exemption from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation;
(e) the Subscriber is not acquiring the Units for the account or benefit of, directly or indirectly, any U.S. Person;
(f) the Subscriber is not a U.S. Person;
(g) the Subscriber is resident in the jurisdiction set out under the heading “Name and Address of Subscriber” on the signature page of this Subscription Agreement;
(h) the sale of the Units to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;
(i) the Subscriber is outside the United States when receiving and executing this Subscription Agreement and is acquiring the Units as principal for the Subscriber’s own account, for investment purposes only, and not with a view to, or for, resale, distributio...
Representations, Warranties and Covenants of the Subscriber. 5.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing Date) that:
(a) the Subscriber is not a U.S. Person (as defined herein);
(b) the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person (as defined herein);
(c) the Subscriber is resident in the jurisdiction set out on page 2 of this Subscription Agreement;
(d) the Subscriber:
(i) is knowledgeable of, or has been independently advised as to, the applicable securities laws of the securities regulators having application in the jurisdiction in which the Subscriber is resident (the “International Jurisdiction”) which would apply to the acquisition of the Shares,
(ii) is purchasing the Shares pursuant to exemptions from prospectus or equivalent requirements under applicable securities laws or, if such is not applicable, the Subscriber is permitted to purchase the Shares under the applicable securities laws of the securities regulators in the International Jurisdiction without the need to rely on any exemptions,
(iii) acknowledges that the applicable securities laws of the authorities in the International Jurisdiction do not require the Company to make any filings or seek any approvals of any kind whatsoever from any securities regulator of any kind whatsoever in the International Jurisdiction in connection with the issue and sale or resale of any of the Securities, and
(iv) represents and warrants that the acquisition of the Shares by the Subscriber does not trigger:
A. any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase in the International Jurisdiction, or
B. any continuous disclosure reporting obligation of the Company in the International Jurisdiction, and the Subscriber will, if requested by the Company, deliver to the Company a certificate or opinion of local counsel from the International Jurisdiction which will confirm the matters referred to in subparagraphs (ii), (iii) and (iv) above to the satisfaction of the Company, acting reasonably;
(e) the Subscriber is acquiring the Shares as principal for investment only and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and, in particular, it has no intention to distribute either directly or indirectly any of the Securities in the United States or to U.S. Persons (as defined herei...
Representations, Warranties and Covenants of the Subscriber. 6.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
(a) he is not a U.S. Person;
(b) he is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(c) he is resident in the jurisdiction set out under the heading "Name and Address of Subscriber" on the signature page of this Subscription Agreement and the sale of the Shares to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;
(d) he is purchasing the Shares as principal for investment purposes only and not with a view to resale or distribution and, in particular, he has no intention to distribute, either directly or indirectly, any of the Shares in the United States or to U.S. Persons;
(e) he is outside the United States when receiving and executing this Subscription Agreement;
(f) he is aware that an investment in the Company is speculative and involves certain risks, including the possible loss of the entire investment;
(g) he has made an independent examination and investigation of an investment in the Shares and the Company and has depended on the advice of his legal and financial advisors and agrees that the Company will not be responsible in any way whatsoever for the Subscriber's decision to invest in the Shares and the Company;
(h) he (i) has adequate net worth and means of providing for his current financial needs and possible personal contingencies, (ii) has no need for liquidity in this investment, and (iii) is able to bear the economic risks of an investment in the Shares for an indefinite period of time;
(i) he (i) is able to fend for himself in the Subscription; (ii) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of his investment in the Shares and the Company; and (iii) has the ability to bear the economic risks of his prospective investment and can afford the complete loss of such investment;
(j) he understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgements, representations and agreements contained in this Subscription Agreement and agrees that if any of such acknowledgements, representations and agreements are no longer accurate or have been breached, he shall promptly notify the Co...
Representations, Warranties and Covenants of the Subscriber. The Subscriber hereby represents, warrants, acknowledges and covenants to the General Partner and to the Partnership (which representations, warranties, acknowledgements and covenants shall survive closing and continue in full force and effect) that:
(a) the Subscriber understands that an investment in Units is not without risk and the Subscriber and any Disclosed Principal may lose his, her or its entire investment;
(b) the Subscriber has, or has consulted with their registered dealer which has, such knowledge and experience in financial and business affairs as to be capable of evaluating the merits and risks of an investment in the Partnership and is able to bear the economic risk of loss of such investment;
(c) the Subscriber understands using borrowed money to finance the purchase of securities involves greater risk than a purchase using cash resources only. If you borrow money to purchase securities, your responsibility to repay the loan and pay interest as required by its terms remains the same even if the value of the securities purchased declines;
(d) the Subscriber (and if the Subscriber is acting as agent for a Disclosed Principal, such Disclosed Principal) was offered the Purchased Units in, and is resident in, the jurisdiction set out in the Investor Certificate attached to this Subscription Agreement and intends the Applicable Securities Laws of that jurisdiction to govern the offer, sale and issuance of the Purchased Units to the Subscriber;
(e) the Subscriber is eligible to purchase the Purchased Units pursuant to an exemption from the prospectus and registration requirements of applicable securities legislation, rules, regulations and policies;
(f) if the Subscriber (or a Disclosed Principal) is resident in any province or territory of Canada, the Subscriber is an “accredited investor” as defined in National Instrument 45-106 Prospectus Exemptions (“NI 45-106”), was not created or used solely to purchase or hold securities as an accredited investor as described in paragraph (m) of the definition of “accredited investor” in NI 45-106 and has property completed Schedule “A”;
(g) the Subscriber does not act jointly or in concert with any other Subscriber for Units for the purposes of the acquisition of the Purchased Units, except as disclosed on page 3 hereof;
(h) the Subscriber or (if applicable) others for whom it is contracting hereunder, including any Disclosed Principal or undisclosed principal, will execute and deliver all documentation ...
Representations, Warranties and Covenants of the Subscriber. (a) The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
(b) the Subscriber has the legal capacity and competence to enter into and execute this Subscription Agreement and to take all actions required pursuant hereto and, if the Subscriber is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Subscription Agreement on behalf of the Subscriber;
(c) the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or the constating documents of, the Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound;
(d) the Subscriber has duly executed and delivered this Subscription Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber;
(e) if the Subscriber is resident in British Columbia and is not an Accredited Investor, the Subscriber is (check one or more of the following boxes):
(A) a director, officer, employee or control person of the Company o
(B) a spouse, parent, grandparent, brother, sister or child of a director, senior officer or control person of the Company o
(C) a close personal friend of a director, senior officer or control person of the Company [ X ]
(D) a close business associate of a director, senior officer or control person of the Company [ X ]
(f) if the Subscriber has checked one or more of boxes B, C or D in paragraph 6.1(d) above, the director(s), senior officer(s), or control person(s) of the Company with whom the Subscriber has the relationship is :
(g) the Subscriber is not a U.S. Person;
(h) the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(i) the Subscriber is resident in the jurisdiction set out under the heading “Name and Address of Subscriber” on the signature page of this Subscription Agreement;
(j) the sale of the Shares to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;
(k) the Subs...
Representations, Warranties and Covenants of the Subscriber. 6.1 The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:
(a) the Subscriber is not a U.S. Person;
(b) the Subscriber is not acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person;
(c) the Subscriber is resident in the jurisdiction set out under the heading "Name and Address of Subscriber" on the signature page of this Subscription Agreement and the sale of the Shares to the Subscriber as contemplated in this Subscription Agreement complies with or is exempt from the applicable securities legislation of the jurisdiction of residence of the Subscriber;
(d) the Subscriber is purchasing the Shares as principal for investment purposes only and not with a view to resale or distribution and, in particular, the Subscriber has no intention to distribute, either directly or indirectly, any of the Shares in the United States or to U.S. Persons;
(e) the Subscriber is outside the United States when receiving and executing this Subscription Agreement;
(f) the Subscriber is not an underwriter of, or dealer in, the common shares of the Company, nor is the Subscriber participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares;
(g) the Subscriber understands and agrees that none of the Shares have been registered under the 1933 Act, or under any state securities or "blue sky" laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or, directly or indirectly, to U.S. Persons except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the 1933 Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act and in each case only in accordance with applicable state and provincial securities laws;
(h) the Subscriber understands and agrees that offers and sales of any of the Shares prior to the expiration of a period of one year after the date of original issuance of the Shares (the one year period hereinafter referred to as the "Distribution Compliance Period") shall only be made in compliance with the safe harbor provisions set forth in Regulation S, pursuant to the registration provisions of the 1933 Act or an exemption therefrom;
(i) the Subscriber understands and agrees not to engage in any hedging transactions involving any of ...
Representations, Warranties and Covenants of the Subscriber. The Subscriber hereby represents and warrants and covenants to the Company that:
Representations, Warranties and Covenants of the Subscriber. The Subscriber hereby represents and warrants to and covenants with the Corporation, acknowledging that the Corporation is relying upon such representations, warranties and covenants in making its decision to enter into this Subscription Agreement that:
(a) if the Subscriber sells the Purchased Securities, it will comply with the securities legislation of the jurisdiction in which said Subscriber resides;
(b) the purchase of the Purchased Units by the Subscriber does not contravene any of the applicable securities legislation in the jurisdiction in which it is resident and does not trigger (i) any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase, and (ii) any registration or other obligation on the part of the Corporation;
(c) the Subscriber is incorporated under the laws of, or is a resident of, Switzerland (and, without limiting the generality of the foregoing, is not a "U.S. Person" (as defined in Rule 902(o) of Regulation S ("Regulation S") promulgated by the United States Securities and Exchange Commission and meaning, generally, any natural person resident in the United States, any corporation or partnership incorporated or organized under the laws of the United States, or any estate or trust of which any executor, administrator or trustee is a U.S. Person), and the Subscriber is not purchasing the Purchased Units for the account or benefit of any U.S. Person or for offering, resale or delivery for the account or benefit of any U.S. Person or for the account of any person in any jurisdiction other than the jurisdiction set out in the name and address of the Subscriber below and the Subscriber does not have any agreement or understanding (either written or oral) with any U.S. Person or a person in the jurisdiction referenced above in this Section 9(c):
(i) the transfer or assignment of any rights or interest in any of the Purchased Securities underlying the Purchased Units; or
(ii) the division of profits, losses, fees, commissions, or any financial stake in connection with this subscription;
(d) no offer of Purchased Units was made to the Subscriber in the "United States" (as defined in Regulation S under the U.S. Securities Act) and the Subscriber did not execute this Subscription Agreement in the United States;
(e) the activities of the Subscriber contemplated hereunder are not a scheme to avoid the registration requirements of the U.S. Securities Act;
(f) the Subscriber has no inten...
Representations, Warranties and Covenants of the Subscriber. The Subscriber represents, warrants and covenants to the Company and the Adviser, as of the date that this Subscription Agreement is signed by the Subscriber, as of the Closing Date, as of each date on which it makes a capital contribution to the Company and on the subsequent dates specified below (to the extent specified below) that:
Representations, Warranties and Covenants of the Subscriber. The Subscriber hereby represents and warrants to, and covenants with the Company (and acknowledges that the Company is relying on them), which representations, warranties and covenants shall survive the Closing, that as at the execution date of this Subscription Agreement and the Closing:
